The Avengers meet to discuss the threat of Arsenal. Exploring, Hawkeye and the Beast discover a hidden complex beneath Avengers Mansion, even as their teammates learn that Arsenal has been discovered to be a forgotten secret weapon developed during World War II by Project Tomorrow, which was headed by Tony Stark's industrialist father. The project was located beneath the Stark family townhouse, now Avengers Mansion, where a newly repaired Arsenal has now captured Hawkeye and the Beast, whom it believes to be Axis agents. Invading the underground base, the Avengers battle both Arsenal and Mistress, the computer guiding its actions, until Iron Man reaches the inner computer chamber and frees the two captives. He then informs Mistress that the war is over and that Howard Stark is dead. The computer, its personality based on Maria Stark's brain patterns, self-destructs, even as Thor and the Scarlet Witch finally defeat the robot.